Common use of Conditions Precedent to the Distribution Clause in Contracts

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless the following conditions shall have been satisfied (or waived, other than clause (iii) which shall not be waivable): (i) the Commission has declared the Form 10 effective under the Exchange Act and no stop order relating to the Form 10 is in effect; (ii) no action, proceeding or investigation shall have been instituted or threatened before any court or administrative body to restrain, enjoin or otherwise prevent the consummation of the Spinoff, and no restraining order or injunction issued by any court of competent jurisdiction shall be in effect restraining the consummation of the Spinoff; (iii) the receipt by IDT of the opinion by Xxxxx Xxxxxxx LLP as to the satisfaction of certain required qualifying conditions for the application of Section 355 of the Code to the Spinoff; and (iv) the IDT Board of Directors shall not have determined to abandon or modify the Spinoff.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless the following conditions shall have been satisfied (or waived, other than clause (iii) which shall not be waivable): (i) the Commission has declared the Form 10 effective under the Exchange Act and no stop order relating to the Form 10 is in effect; (ii) no action, proceeding or investigation shall have been instituted or threatened before any court or administrative body to restrain, enjoin or otherwise prevent the consummation of the Spinoff, and no restraining order or injunction issued by any court of competent jurisdiction shall be in effect restraining the consummation of the Spinoff; (iii) the receipt by IDT of the opinion by Xxxxx Xxxxxxx LLP & Xxxxxxxxx, LLC as to the satisfaction of certain required qualifying conditions for the application of Section 355 of the Code to the Spinoff; and (iv) the IDT Board of Directors shall not have determined to abandon or modify the Spinoff.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless the following conditions shall have been satisfied (or waived, other than clause (iii) which shall not be waivable): (i) the Commission has declared the Form 10 Registration Statement effective under the Exchange Act and no stop order relating to the Form 10 Registration Statement is in effect; (ii) no action, proceeding or investigation shall have been instituted or threatened before any court or administrative body to restrain, enjoin or otherwise prevent the consummation of the Spinoff, and no restraining order or injunction issued by any court of competent jurisdiction shall be in effect restraining the consummation of the Spinoff; (iii) the receipt by IDT of the opinion by Xxxxx Xxxxxxx LLP Goulston Storrs PC as to the satisfaction of certain required qualifying conditions for the application of Section 355 of the Code to the Spinoff; and (iv) the IDT Board of Directors shall not have determined to abandon or modify the Spinoff.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless the following conditions shall have been satisfied (or waived, other than clause (iii) which shall not be waivable): (i) the Commission has declared the Form 10 effective under the Exchange Act and no stop order relating to the Form 10 is in effect; (ii) no action, proceeding or investigation shall have been instituted or threatened before any court or administrative body to restrain, enjoin or otherwise prevent the consummation of the Spinoff, and no restraining order or injunction issued by any court of competent jurisdiction shall be in effect restraining the consummation of the Spinoff; (iii) no revocation or modification by the receipt Internal Revenue Service of its private letter ruling received by IDT Genie substantially to the effect that, for U.S. federal income tax purposes, the spin-off will qualify as tax-free under Section 355 of the Code (the “IRS Ruling”). . In addition to obtaining the IRS Ruling, IDT shall have obtained an opinion by Xxxxx Xxxxxxx LLP from PricewaterhouseCoopers LLP, or PwC, as to the satisfaction of certain required qualifying conditions requirements necessary for the application of Spinoff to obtain tax-free treatment under Section 355 of the Code to upon which the SpinoffIRS will not rule.; and (iv) the IDT Board of Directors shall not have determined to abandon or modify the Spinoff.